Hercules drags Phil to Satyrville to visit his mother, Cacophone (Estelle Harris). Phil is constantly irked by her because she always mentions his brother Sal and his achievements, but never his own. Meanwhile, Pan (Joe Pantoliano), king of the satyrs, has incurred the wrath of Demeter (Florence Henderson), who threatens to smite him for building a temple to himself if he does not give her suitable offerings by the end of the harvest festival. In an effort to escape, Pan makes Phil temporary king, who has come to the king for advice. When Nemesis (Linda Hamilton), demigoddess of revenge, comes to punish Phil, Hercules seeks out the real king and forces him to own up; Nemesis refuses to listen until Phil calls to Demeter for aid. Pan is forced to give up all the offerings of the festival to save his life, and Sal visits Phil at the last minute. They reveal that their mother complimented both of them, and she replies that she does so to keep them humble.
- Tate Donovan as Hercules
- Robert Costanzo as Philoctetes
- Estelle Harris as Cacophone
- Joe Pantoliano as Pan
- Linda Hamilton as Nemesis
- Florence Henderson as Demeter
- Frank Welker as Pegasus
- Jay Thomas as Ares
- Bill Fagerbakke as Arges
- Harvey Fierstein as Argus Panoptes
- It's revealed that Phil has a brother and sister.
- Hera, Hephaestus and Athena make a cameo appearance.